Second Supplemental Indenture and Note Guarantee by Allied Security Holdings LLC, Allied Security Finance Corp., and Subsidiaries, with The Bank of New York as Trustee

  SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August 2, 2004, among SpectaGuard Acquisition, LLC, Professional Security Bureau LLC, Effective Management Services LLC, Allied Security LLC, Allied Security LP and Barton Protective Services LLC (each, a "Guaranteeing Subsidiary" and collectively, the "Guaranteeing Subsidiaries"), Allied Security Holdings LLC and Allied Security Finance Corp., the "Issuers"), the Issuers and The Bank of New York, a New York banking corporation, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Allied Security Escrow Corp. ("Escrow Corp.") has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of July 14, 2004 providing for the issuance of 11.375% Senior Subordinated Notes due 2011 (the "Notes"); WHEREAS, the Issuers have heretofore executed and delivered to the Trustee a supplemental indenture to the Indenture assuming all of the obligations of Escrow Corp. under the Indenture and the Notes; WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers' Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof. 4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or partner of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws. 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 1  6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers. 2  IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: August 2, 2004 ALLIED SECURITY HOLDINGS LLC By: /s/ William A. Torzolini ---------------------------------------------- Name: William A. Torzolini Title: Senior Vice President, Chief Financial Officer and Treasurer ALLIED SECURITY FINANCE CORP. By: /s/ William A. Torzolini ---------------------------------------------- Name: William A. Torzolini Title: Senior Vice President, Chief Financial Officer and Treasurer SPECTAGUARD ACQUISITION LLC By: ALLIED SECURITY HOLDINGS LLC, as sole member By: /s/ William A. Torzolini ---------------------------------------------- Name: William A. Torzolini Title: Senior Vice President, Chief Financial Officer and Treasurer PROFESSIONAL SECURITY BUREAU LLC EFFECTIVE MANAGEMENT SERVICES LLC ALLIED SECURITY LLC BARTON PROTECTIVE SERVICES LLC By: SPECTAGUARD ACQUISITION LLC, as sole member By: /s/ William A. Torzolini ---------------------------------------------- Name: William A. Torzolini Title: Chief Financial Officer and Treasurer Supplemental Indenture (Guarantors)  ALLIED SECURITY LP By: SPECTAGUARD ACQUISITION LLC, as general partner By: /s/ William A. Torzolini ---------------------------------------------- Name: William A. Torzolini Title: Chief Financial Officer and Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Julie D. Salovitch-Miller ---------------------------------------------- Name: Julie D. Salovitch-Miller Title: Vice President Supplemental Indenture (Guarantors)